globe industrial resources ltd Directors report

To,

The Members,

Confidence Futuristic Energetech Limited

The Board of Directors takes pleasure in presenting its 38^th Annual Report on the performance of Confidence Futuristic Energetech Limited (CFEL) for the year ended 31st March, 2023 along with the Audited Standalone and Consolidated Financial Statements.

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE AND CONSOLIDATED)

The performance of the Company for the financial year ended 2022-23 is summarized below:

(Rs. In Lakhs)

Particulars	STANDALONE		CONSOLIDATED
Particulars	2022-23	2021-22	2022-23	2021-22
Net Revenue from operations	426.12	349.53	12236.01	5353.65
Add: Other Income	317.83	119.84	267.13	127.26
Less: Expenditure	420.29	273.42	10161.10	4640.66
Operating Profit (PBIDT)	323.66	195.95	2342.04	840.25
Less: Interest & Financial Charges	6.09	31.23	546.71	188.13
Less: Depreciation	15.42	19.37	1087.81	265.43
Profit Before Tax & Exceptional Item	302.14	145.35	707.51	386.69
Less : Exceptional Item	-	-	-	-
Less : Extraordinary Item	-	-	-	-
Profit Before Tax	302.14	145.35	707.51	386.69
Less: Provision for Taxation:
1) Current Tax	75.32	33.94	142.24	94.25
2) Deferred Tax	3.44	3.85	18.75	6.42
3) Tax adjustment for earlier year	(0.75)	-	(0.75)	-
Profit after Tax	224.14	107.56	547.28	286.02
Earnings Per Share (EPS) (Both	0.90	0.43	2.58	1.27
Basic and Diluted)

2. PERFORMANCE HIGHLIGHTS (STANDALONE & CONSOLIDATED)

On a Standalone basis, the Operating Revenue stood at ^ 426.12 Lakhs in FY 2022-23 compared to ^ 349.53 Lakhs in previous year i.e. FY 2021-22. The profit after Tax in FY 2022-23 was at ^ 224.14 lakhs as compared to a Profit of ^ 107.56 Lakhs previous year. The Operating Revenue of the company increased by 21.91% and PAT is increased by 108.39%.

On Consolidated basis, the Operating Revenue stood at ^ 12236.01 Lakhs in FY 2022-23 compared to ^ 5353.65 Lakhs in previous year i.e. FY 2021-22. The profit after tax in FY 2022-23 was at ^ 547.28Lakhs as compared to a Profit of ^ 286.02 Lakhs in previous year FY 2021-22. The Operating Revenue of the company increased by 128.55% and PAT increased by 91.34%.

The company vide its subsidiaries Confidence Enterprises Private Limited (100%), Sarju Impex Limited (75%), Maruti Koatsu Cylinders Limited (49%) has commenced its manufacturing and retesting of CNG and High Pressure Cylinders and Cascades.

3. STATE OF COMPANYS AFFAIRS

The Company along with its subsidiary companies, engage in the business of CNG High Pressure Cylinder, Manufacturing of LPG cylinders, CNG Cascade, Medical Oxigen cylinders and high-pressure Seamless Steel Gas Cylinders for Industrial gases. Company offering various sizes of on board CNG at competitive prices, making it affordable for consumers to switch to CNG.

4. RESERVES

Your Company has transferred the profits of the year amounting to Rs. 130.31 Lakhs to accumulated profit & loss account.

The closing balance of the retained earnings of the company for FY 2022-23 after all appropriation and adjustments was Rs. 739.71 Lakhs.

5. DIVIDEND

The Board of Directors has recommended a Final Dividend of Rs. 0.375/- i.e. 7.5% per Equity Share of Rs. 5/- each fully paid-up for the Financial Year ended on March 31^st 2023. Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend, Companys dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution policy and Capital Allocation policy are available on the Companys website at www.cfel.co.

6. SHARE CAPITAL

During the year under review there was no change in the share capital of the company. However there was a sub division of Companys Authorised Capital from 1,50,00,000 Equity shares of Rs. 10/- each to 3,00,00,000 Equity Shares of Rs. 5/-each fully paid up. Subsequently, issued capital has been changed from 1,25,10,000 Equity shares of Rs.10/- each to 2,50,20,000 Equity shares of Rs.5/- face value each fully paid up.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relates and the date of this report.

8. COMPANYS BORROWING

During the year under review, pursuant to Section 180(1)(a) & 180(1)(c) and any other applicable provisions of the Companies Act, 2013 made there under; the company received the consent of its members in Annual General Meeting held on 30^th September, 2022 to borrow moneys in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained in ordinary course of business shall not be in excess of Rs.200 Crores.

The company has provided corporate guarantee on behalf of Confidence Enterprises Private Limited (Wholly owned subsidiary Company).

9. RISK MANAGEMENT

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company has a Risk Management Committee, details of which can be referred to in the Report on Corporate Governance forming part of this Report. Your Company has a robust Risk Management Framework. While Risk Management is the responsibility of the Board of Directors, it has delegated its powers relating to monitoring and reviewing risks associated with the Company to the Risk Management Committee. The Company has also adopted a Group Enterprise-wide Risk Management framework supported by appropriate policies and processes for management of Credit Risk, Market Risk, Liquidity Risk, Operational Risk and various other Risks. Details of identification, assessment, mitigations, monitoring and the management of these risks are mentioned in the Management Discussion and Analysis Report appended to this Report.

10. INTERNAL CONTROL SYSTEMS

The Companys Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. During the year under review, no material or serious observations were observed for inefficiency or inadequacy of such controls.

11. VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company.

12. HUMAN RESOURCES

Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and the Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

13. COMPLIANCE

The Company has complied and continues to comply with the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with applicable provisions of Companies Act, 2013, Listing Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

14. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the Company.

15. APPOINTMENT/RE-APPOINTMENT

During the period under, there is no change in the board of directors of the company. Further, as approved and recommended by Nomination and remuneration committee, The board has approved recommended for the approval of shareholder, the re-appointment of Mr. Mr. Nitin Khara (DIN: 01670977) as the Managing Director and CEO of the company and Re-appointment of Mr. VAIBHAV PRADEEP DEDHIA (DIN:08068912) as an Independent Director for in second consecutive/continuation term in ensuing 38^th Annual General Meeting.

16. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

Appointed a director in place of Mr. Sarvesh Khara (DIN: 06938709) who retires by rotation, and being eligible, offers himself for re-appointment.

17. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee,

Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board evaluation process was completed during financial year 2022-23. The evaluation parameters and the process have been explained in the corporate governance report.

The Board conducted the performance evaluation of the Individual Directors, Board Committees, Board as a whole and the Chairman of the Board in accordance with the provisions of the Act and the SEBI Listing Regulations. The NRC of the Board approves the criteria and the mechanism for carrying out the said performance evaluation process. Accordingly, the NRC approved the assessment questionnaire designed for the annual performance evaluation which broadly covered the following criteria:

i. Board - Competencies, composition and structure, board dynamics, process and procedure, functioning, oversight of committee composition and functioning and ethics and compliance

ii. Committees - Composition and quality, process and procedure, terms of reference and effectiveness in terms of respective roles assigned to the Committees

Chairman - Key focus areas covering understanding of the role, commitment, teamwork attributes, utilisation of domain expertise, effective communication, etc. and certain other parameters such as efficient leadership, decision making, professionalism, impartial conduct, devotion of sufficient time, effective communication and facilitation of productive deliberation.

iii. Individual Directors - Understanding of role, commitment, effective contribution, independent view to decision making, utilization of domain expertise, etc. The aforesaid questionnaire was circulated to all the Directors of the Company for the annual performance evaluation.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors through the annual Board Evaluation Process. The Company had engaged an independent external professional services firm for issuing a report on the Board Evaluation for the Company, based on the responses received from the Directors.

The Directors noted that the results of the performance evaluation of the Board and its Committees, Chairman and individual directors indicated a high degree of satisfaction amongst the directors. A suggestion given by the Directors was to increase its focus on customer centricity. The Company has accepted the said suggestion made which emanated from the Board performance evaluation. The status of compliance of the said suggestion will be reviewed and reported to the Board. Further, the Company has taken necessary steps to comply with the suggestions which had arisen from the Board performance evaluation for FY 2022-23.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors	Ratio to median remuneration#
VANDANA GUPTA	NA

SUMANT JAYANTILAL SUTARIA	NA
NITIN PUNAMCHAND KHARA	NA
SANJAY RAMRAO NAPHADE	NA
SARVESH ELESH KHARA	NA
VAIBHAV PRADEEP DEDHIA	NA

# No Remuneration was paid to Directors during the year under review except sitting fees.

*the expression" median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.

i) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year: Nil

ii) The percentage increase in the median remuneration of employees in the Financial Year: Nil

iii) The number of Permanent employees on the rolls of the Company : Nil

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There was no remuneration paid to employees. Hence, the comparison between the two cannot be made.

v) The key parameters for any variable component of remuneration availed by the Directors: Nil

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

18. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT

ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. Details of top ten employees in terms of remuneration drawn: NIL

B. Details of other employees under aforesaid Rules: Nil

19. DIRECTORS APPOINTMENT AND REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Companys policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

During the year under review, none of the Directors of the Company receive any remuneration.

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in the "Annexure-"to this report and is also available on the website of the Company

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY

All the Independent Directors are well appointed on the Board of Company in compliance with the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence under sub-section (6) of section 149 of the Act.

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was discussed.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements.

23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. All related party transactions that were entered during the financial year were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Form AOC - 2 has been annexed to this report.

24 MEETINGS

The agenda and Notice of the Meetings are prepared and circulated in advance to the Directors. The Board of Directors of the Company met Seven (7) times. The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

25. COMPOSITION/COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees and other committee constituted by the Board function according to their respective roles and defined scope:

S Audit Committee of Directors S Nomination and Remuneration Committee S Corporate Social Responsibility Committee S Stakeholders Relationship Committee S Risk Management Committee S Management Committee

Details of composition, terms of reference and number of meetings held by respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

26. AUDIT AND AUDIT REPORTS

A. APPOINTMENT OF STATUTORY AUDITORS

In 36^th Annual General Meeting the company has appointed M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as joint Statutory Auditor of the company. The company has Koshal & Associates, Chartered Accountants, Mumbai (FRN 121233 W) and M/s. L N J Associates., Chartered Accountants, (FRN-135772W), as statutory Auditor of the company.

B. STATUTORY AUDITORS REPORT

The Statutory Auditors of the company has given Qualified Auditors Report for the financial year, 2022-23 and has been annexed with this report; The Observation raised in the Audit Report are as below along with their reply from the board.

Standalone Audit Report

Observation : The gratuity liability is to be provided as per Actuarial Valuation using PUCM ( Projected Unit Credit Method). In the opinion of the management, the fair liability of gratuity will not be material as the employee turnover ratio is high and do not complete the mandatory period of five years. However, as informed by the management, the company has appointed the consultant for working the gratuity liability as per Actuarial Valuation using PUCM and will be provided once the report of the consultant is received

Reply : The company has already provided for gratuity liability with only 3 employees and need for actuarial valuation was impractical. However company has appointed the consultant for confirming the gratuity liability as per Actuarial Valuation using PUCM and differential liability if any will be provided once the report of the consultant is received.

Consolidated Audit Report

Observation : In the absence of valuation report of the PPE from the registered valuer on acquisition date, the net assets of M/s Sarju Impex Limited (Subsidiary company) has been calculated for the purpose of consolidation as per financial statement as on 31.03.2023 duly certified by the statutory auditor of the subsidiary as per IND AS. The above net assets and goodwill will be subject to change if any after receiving the valuation report from the registered valuer and net assets acquired and goodwill will be recalculated following IND AS principles.

Reply : the company has appointed the registered valuer for working of Goodwill Valuation and quantitative impact is depend on pending report of registered valuer. However this qualification wont have any impact on Statement of Profit and loss of consolidated financial Statements.

C. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Yugandhara Kothalkar, Practicing Company Secretary, Nagpur to undertake the Secretarial Audit of the Company for the Financial Year 2022-23 along with the Secretarial Audit of Material Subsidiary i.e. Sarju Impex Ltd. & Confidence Enterprises Private Limited. The Secretarial Audit Reports are annexed herewith.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of CFEL has appointed Yugandhara Kothalkar, Practising Company Secretaries, to conduct the Secretarial Audit of CFEL for the Financial Year 2022-23. Ee Report of Secretarial Auditor on Companys Secretarial Audit for the Financial Year 2022 - 23 is enclosed herewith as Annexure to this Report.

Observation raised by secretarial Auditor :

1. Pursuant to Regulation 13 of SEBI (LODR) Regulation, 2015, the company has made delay in redressal of Investor Complaint in respect of Non-receipt of Equity shares.

Reply on Observations raised: The said complaint has been withdrawn by the complainant and company has paid the fine as imposed by BSE. Now the company is in process to waive off the fine as the compliant has been withdrawn by compliant.

Secretarial Audit of Material Unlisted Indian Subsidiary

For the Financial Year 2022 - 23, Sarju Impex Ltd- Subsidiary (Holding stake 75%) & Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding stake 100%) are the Material Unlisted Subsidiaries of CFEL. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit of the Material Subsidiary mentioned above has been conducted for the Financial Year 2022-23 by Practicing Company Secretaries. The Secretarial Audit Report of Sarju Impex Ltd- Subsidiary & Confidence Enterprises Private Limited- for the Financial Year ended 31^st March, 2023 is enclosed herewith as Annexure -to this Report.

Pursuant to the Secretarial audit of Sarju Impex Limited, the auditor has raised following observation:

1. The Company has made delay in filling few E-forms with MCA during the year under review.

Reply on Observations raised: The company has filed requisite E-form with Ministry of Corporate Affairs. The delay was occurred due to delay in receipt of the documents and technical issue.

Pursuant to the Secretarial audit of Confidence Enterprises Private Limited, the report are self explanatory and does not required for comment.

D. INTERNAL AUDITORS

The provision of section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company is having in-house Internal Auditor team in accordance with the size of business.

27. REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported any instance of fraud committed by the officers/employees of the Company.

28. ANNUAL RETURN

The Extracts of Annual Return of the Company as on 31st March, 2023 is available on the website of the Company at www.cfel.co.in.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. During the year under review, the Company had no earnings and expenditure in foreign exchange.

31. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) In the preparation of the Annual Accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act or safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual Accounts for the financial year ended 31st March, 2023, on a "going concern basis".

e) The Board of Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Pursuant to provision of Section 2(87) of the Companies Act, 2013, The Company is a subsidiary of Confidence Petroleum India Limited.

Further, Your Company has following three Subsidiary companies within the meaning of the Section 2(87) of the Companies Act, 2013:

1. Sarju Impex Ltd- Subsidiary (Holding stake 75%)

2. Confidence Enterprises Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

3. Confidence Green Fuel Private Limited- Wholly Owned Subsidiary (Holding stake 100%)

Moreover, M/s Maruti Koatsu Cylinders Limited is an associate of the company and the company holds 49% stake in M/s Maruti Koatsu Cylinders Limited.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiary and associates in Form AOC-1 is forming part of the report

33. CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with a certificate from the auditors confirming compliance is annexed and forms part of the Annual Report and Board Report. The management of Company believes that it will further enhance the level of Corporate Governance in the Company.

The Corporate Governance Report annexed with this report.

34. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the rules made there under, the criteria for complying with the CSR activity does not applicable to the Company throughout the year.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made there under, the Company has not received any complaint of sexual harassment during the year under review.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulator, courts or tribunals impacting the going concern status and operations of the Company in future.

37. DISCLOSURE OF FRAUDS IN THE BOARDS REPORT U/S 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declare that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022-2023.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, which forms part of this report and the Annual Report.

39. APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors would like to express its appreciation for the sincere, dedicated and untiring efforts of the employees of the Company, the contract labourers, and employees of business channel partners. The Board is also thankful to all its stakeholders, including bankers, investors, members, customers, consultants, technology licensors, contractors, vendors, etc., for their continued support and confidence reposed in the Company.

40. GENERAL

Confidence Futuristic Energetech Limited (Formerly known as GLOBE INDUSTRIAL RESOURCES LIMITED) was incorporated on 26^th June, 1985 and name of the company was changed on 26th October, 2017. Equity Shares of the Company are listed on BSE Limited having script code 539991.

By the Order of Board

CONFIDENCE FUTURISTIC ENERGETECH LIMITED

Date: 05/09/2023 Place: Nagpur

Sd/-

Sd/-

(Sarvesh KHara) Director

(Nitin Khara) Managing Director (DIN: 01670977)

(DIN:06938709)

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES& DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors	Designation	Ratio to median remuneration
Mr. Nitin Khara	Managing Director	-
Mr. Sarvesh Khara	CFO	-

No Remuneration was paid to Independent directors during the year under review except sitting fees.

ii) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the Financial Year:

Directors	Designation	Increase in remuneration in the FY-2022-23
Mr. Nitin Khara	Managing Director	-
Mr. Sarvesh Khara	CFO	-

iii) The percentage increase in the median remuneration of employees in the financial year: Nil

iv) The number of Permanent employees on the rolls of the company : On Contractual basis

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

vi) The key parameters for any variable component of remuneration availed by the directors: Nil

vii) Affirmation that the remuneration is as per the remuneration policy of the company: The Company has not paid any remuneration to director.

Note :- The company had no employee who was employed throughout the year and were in respect remuneration more than 102 Lakhs per annum.

CONFIDENCE FUTURISTIC ENERGETECH LIMITED

Form No. AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014)

Statement containing salient features of Financial Statement of Subsidiaries/associate companies/joint ventures

Part A : Subsidiaries (Rs. In Lakhs)

Sr. No. Name of the Subsidiary	Period	Reporting currency	Share Capital	Reserve & Surplus	Total Asset	Total Liabilities (excluding Shareholder Fund)	Investment	Turnover	Profit Before Tax	Profit After Tax	Proposed Dividend	% Shareholding
1. Sarju Impex Limited	2022-23	INR	907.90	997.12	6164.06	4259.04	0.00	3719.83	20.62	15.26	0.00	75.00
2. Confidence Green Fuel Private Limited	2022-23	INR	1.00	0.30	1121.62	1120.32	0.00	794.74	0.46	0.35	0.00	100.00
3. Confidence Enterprises Private Limited	2022-23	INR	5.16	5303.70	13433.51	8124.67	0.00	8026.23	384.29	307.53	0.00	100.00

Part B : Associates and Joint Ventures (Rs. In Lakhs)

Sr. No. Name of the Associates	Latest Audited Balance sheet Date	Shares of Associate/Joint Ventures held by the company on the year end			Description of how there is significant influence	Reason why the associate/ joint ventures is not consolidate d	Net worth attributable to Share holding	Profit/ Loss for the year	Considered in consolidation	Not considered in consolidation
		No	Amount of Investment	Extent of Holding %
1. Maruti Koatsu Cylinders Limited	31/03/2023	94.00	23.32	49	The company carry the business as joint venture/ associate	NA	49	198.13	97.08	-

ANNEXURE TO THE DIRECTORS REPORT AOC-2

PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES.:

(Pursuant to Clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies

(Accounts) Rules, 2014 - AOC-2)

This Form pertains to the disclosure of particulars of contracts/ arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arms length basis :

There were no contracts or arrangements or transactions entered into during the year ended 31^stMarch, 2023, which were not at arms length basis.

Details of material contracts or arrangement or transactions at arms length basis :

The details of material contracts or arrangement or transactions at arms length basis for the year ended March 31, 2023 are as under :

1. SALE/ PURCHASE/ SUPPLY OF GOODS :

Name of the Related Party	Nature of Relationship	Nature of Contract	Duration	Particulars of Contract	Advance
Confidence Petroleum India Limited	Holding Company	Purchase ,Sale, Inter corporate Loan	Yearly	Purchase of LPG & Sale of LPG. Loan and	NIL
				Advances
Confidence Enterprises Private Limited	Wholly Owned Subsidiary	Inter corporate Loan	Yearly	Loan and Advances	NIL
Confidence Green Fuel Private Limited	Wholly Owned Subsidiary	Inter corporate Loan	Yearly	Loan and Advances	NIL
Sarju Impex Limited	Subsidiary Company	Inter corporate Loan	Yearly	Loan and Advances	NIL
Hyperview Innovations	Other related party	Inter corporate Loan	Yearly	Loan and Advances	NIL
Private Limited
Suraj Cylinders Private Limited	Other related party	Sale of Good or Services	Yearly	Sale of Lpg	NIL
Sneha Petroleum	Other related party	Inter corporate Loan	Yearly	Loan and Advances	NIL
Maruti Koatsu Cylinders Limited	Associate Company	Inter corporate Loan	Yearly	Loan and Advances	NIL
Gaspoint Petroleum	Other related party	Inter corporate Loan	Yearly	Loan and Advances	NIL
(India) Limited

Confidence Lpg Bottling Private Limited

Other related party

Inter corporate

Loan

Yearly

Loan and Advances

NIL

Chhattisgarh Gas Point Bottling Private Limited

Other related party

Sale of Good or Services

Yearly

Sale of Lpg

NIL

Essenn Lpg Bottling Private Limited

Other related party

Sale of Good or Services

Yearly

Sale of Lpg

NIL

2. AVAILMENT OF THE SERVICES :

Name of the Related Party	Nature of Relationship	Nature of Contract	Duration	Particulars of Contract	Advance
Confidence Petroleum India Limited	Holding Company	Sale of Services	Yearly	Sale / Purchase of Services	NIL
Suraj Cylinders Private Limited	Subsidiary of Holding	Sale of Services	Yearly	Sale / Purchase of Services	NIL
	Company

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2023

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

THE MEMBERS,

CONFIDENCE FUTURISTIC ENERGETECH LIMITED,

L74110MH1985PLC386541

OFFICE 419, PLOT-71, THANE, NAVI MUMBAI,

MUMBAI CITY, MH - 400703, INDIA.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CONFIDENCE FUTURISTIC ENERGETECH LIMITED

(hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the CONFIDENCE FUTURISTIC ENERGETECH LIMITEDs books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder; to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) as may be appropriately applicable for the period under review:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (No incidence during the audit period, hence not applicable);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (No incidence during the audit period, hence not applicable);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (No incidence during the audit period, hence not applicable);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (No incidence during the audit period, hence not applicable);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (No incidence during the audit period, hence not applicable);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015;

(j) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (No incidence during the audit period, hence not applicable);

(vi) I have reviewed the systems and mechanisms established by the Company for ensuring compliances under the other applicable Acts, Rules, Regulations and Guidelines prescribed under various laws which are specifically applicable to the Company and categorized under the following heads/ groups:-

(a) The explosives Rules, 2008;

(b) The Bureau of Indian Standards Act, 1986;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued and notified by The Institute of Company Secretaries of India. SS-1 and SS-2 have been complied with by the Company during the Financial Year under review.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

(iii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: Observation:-

1. Pursuant to Regulation 13 of SEBI (LODR) Regulation, 2015, the company has made delay in redressal of Investor compliant in respect of Non-receipt of Equity shares.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meeting duly recorded and signed by the Chairman the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that

Based on the information provided and the representation made by the Company, in my opinion there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The Compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that during the audit period, the company has split the Face value of Fully paid Equity Shares of the company from Rs. 10 each to Face value of Rs. 5 each vide General Meeting (37^th Annual General Meeting) dated 30^th September, 2022.

Date: 29^th August, 2023 Place: Nagpur

UDIN:F011537E000889766

CS YUGANDHARA KOTHALKAR

PRACTICING COMPANY SECRETARY, Membership No. - F11537 CP No. - 10337

Peer Review Certificate No. -1813/2022

‘ANNEXURE - A

To,

THE MEMBERS,

CONFIDENCE FUTURISTIC ENERGETECH LIMITED,

CIN - L74110MH1985PLC386541

OFFICE 419, PLOT-71, THANE, NAVI MUMBAI,

MUMBAI CITY, MH - 400703, INDIA.

My Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Date: 29^th August, 2023.

Place: Nagpur

UDIN:F011537E000889766

CS YUGANDHARA KOTHALKAR

PRACTICING COMPANY SECRETARY,

Membership No. - F11537 CP No. - 10337

Peer Review Certificate No. -1813/2022

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2023

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

THE MEMBERS,

SARJU IMPEX LIMITED,

CIN - U27209GJ2008PLC053689 PLOT NO. Z/13, DAHEJ SEZ LTD.

(SEZ) SURVEY NO. 596/P 602/P, 603/P, 604/P,

DAHEJ-AMBHETHA, TAL. VAGRA, BHARUCH,

GJ - 392130, INDIA.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SARJU IMPEX LIMITED. (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder; (Not applicable to the Company)

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (Not applicable to the Company)

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder; to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):- (Not applicable to the Company)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Not applicable to the Company);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients (Not applicable to the Company);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (Not applicable to the Company);

(j) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company);

(vi) Other laws specifically applicable to Company have substantially complied with;

1. The Factories Act, 1948

2. The Industrial Disputes Act, 1947

3. The Payment of Wages Act, 1936

4. The Minimum Wages Act, 1948

5. The Employees State Insurance Act, 1948

6. The Employees Provident Fund and Miscellaneous Provisions Act, 1952

7. The Payment of Bonus Act, 1965

8. The Payment of Gratuity Act, 1972

9. The Contract Labour (Regulation and Abolition) Act, 1970

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange and Bombay Stock Exchange, (Not applicable to the Company)

(iii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (Not applicable to the Company)

1. The Company has made delay in filling few E-forms with Ministry of Corporate Affairs during the year under review.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

I further report that

The compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that during the audit period, there were no specific events/ actions in pursuance of the above referred laws, rules, regulations, guidelines, etc, having major bearing on the Companys affairs.

Date : 29th August, 2023 Place : Nagpur

CS YUGANDHARA KOTHALKAR PRACTICING COMPANY SECRETARY,

Membership No. - F11537

CP No. - 10337

UDIN -F011537E000889788

Peer Review Certificate No. -1813/2022

ANNEXURE - A

To,

THE MEMBERS,

SARJU IMPEX LIMITED,

CIN - U27209GJ2008PLC053689 PLOT NO. Z/13, DAHEJ SEZ LTD.

(SEZ) SURVEY NO. 596/P 602/P, 603/P, 604/P,

DAHEJ-AMBHETHA, TAL. VAGRA, BHARUCH, GJ - 392130, INDIA.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

Date : 29^th August, 2023 Place : Nagpur

CS YUGANDHARA KOTHALKAR

PRACTICING COMPANY SECRETARY,

Membership No. - F11537

CP No. - 10337

UDIN -F011537E000889788

Peer Review Certificate No. -1813/2022

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2023

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

THE MEMBERS,

CONFIDENCE ENTERPRISES PRIVATE LIMITED,

CIN - U74999MH2019PTC334260

405, SATYAM APARTMENT, 8 WARDHA ROAD,

DHANTOLI, NAGPUR, MH - 440012, INDIA

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CONFIDENCE ENTERPRISES PRIVATE LIMITED.

(hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.